THIS IS A LEGALLY-BINDING AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
1.Acknowledgement & Acceptance of Agreement
This City-Directory.com directory listing, advertising, & blogger publishing Service Agreement (this "Agreement") is made and entered into by City-Directory.com and the business entity identified by you when registering and accepting this Agreement (the "Advertiser") by clicking on an "I Accept" button or similar button or link, where such action is identified as having the effect of accepting this Agreement. You acknowledge, represent and warrant that you are authorized to enter into this Agreement on behalf of the Advertiser, that your Acceptance of this Agreement has the effect of making the Advertiser a party bound to this Agreement, and that the information submitted by you to City-Directory.com, via online forms or otherwise, is and will continue to be authentic and correct.
Pursuant to this Agreement, Advertiser submits business listing(s) for, and/or link(s) to, its web site(s) for inclusion on City-Directrory.com's web site (including its online directory of businesses, the "Directory") and on the web sites of City-Directrory.com's network partners. Such listings and links may be any of two types: (1) Featured Listing and (2) Directory Inclusion. The terms and conditions applicable to each are set forth below. In connection with the Featured Listing service, Advertiser may be granted access to City-Directrory.com's access program interface as more specifically described in Section 15 (the "API Program").
2.Notification of Changes
Whenever City-Directrory.com changes its Agreement, it will post those changes to this Web page and will update the "Last Updated" date at the top of this Agreement. Advertiser agrees to be bound to any changes to this Agreement when Advertiser uses the services after any such modification is posted. It is therefore important that Advertiser reviews this Agreement regularly to ensure Advertiser is updated as to any changes.
3.Term of Agreement
City-Directrory.com may, at any time in its sole discretion, with or without cause, terminate this Agreement, cancel any listings or links submitted under this Agreement and/or restrict, suspend or terminate Advertiser's access to the API Program. City-Directrory.com will attempt to notify Advertiser of such cancellation, termination, suspension or restriction through email, phone or another method chosen by City-Directrory.com.
Advertiser's subscription to the Directory Inclusion service will be automatically renewed for successive one-year terms, unless Advertiser notifies City-Directrory.com (a) in writing at least thirty (30) days prior to such renewal of its intent to cancel the Directory Inclusion service or (b) uses City-Directrory.com's electronic Automatic Annual Renewal preference at its website. The cost of the renewed Directory Inclusion will be the then-current standard rate. Advertiser's credit card will be charged the non-refundable renewal fee in accordance with the terms of this Agreement. If City-Directrory.com is unable to process Advertiser's credit card payment because the credit card has expired or is otherwise invalid, then City-Directrory.com may contact Advertiser to obtain payment information and/or cancel Advertiser's Directory Inclusion subscription.
Advertiser may cancel any listing or link, and/or terminate this Agreement by canceling all listings and links hereunder, with or without cause, at any time, subject to the terms of this Section 3. Advertisers that cancel listings or links will not receive any refund, and City-Directrory.com shall have no obligations with regard to canceled listings or links.
Cancellation or Suspension of Featured Listings: Advertiser may either "cancel" or "suspend" its Featured Listing account. For the purpose of this Agreement, the definition of "cancel" and "suspend" are treated as two (2) different processes, with two (2) separate actions as follows.
(1) To "cancel" Featured Listings, Advertiser must (a) use City-Directrory.com's electronic cancellation process at its website; or (b) notify its designated Account Executive (Sales Representative) or Customer Service Account Manager at City-Directrory.com in writing. Once cancellation request has been processed, Advertiser's listings will be cancelled on the City-Directrory.com site and on City-Directrory.com's network partner sites. Upon cancellation, Advertiser�s access to the API Program shall be discontinued. A cancelled Feature Listing may continue to run on network partner sites for an extended period of time, and Advertiser will be charged for Redirects (as defined below) from a cancelled listing for up to two (2) business days after the listing is cancelled.
(2) To "suspend" a Featured Listing, Advertiser must (a) use City-Directrory.com's electronic cancellation process at its website; or (b) notify its designated Account Executive (Sales Representative) or Customer Service Account Manager at City-Directrory.com in writing. Once a suspension request has been processed, Advertiser's listings may continue to run on network partner sites for an extended period of time. Advertiser may be charged for Redirects (as defined below) from a suspended listing for up to two (2) business days after the listing is suspended. In addition, Advertiser's current PPC (as defined in Section 5) slot will be held for 15 calendar days from the date of suspension. If Advertiser does not notify City-Directrory.com to remove the suspension from its Featured Listing account within the 15 calendar days, Advertiser's PPC slot will be released and the listings cancelled. If an advertiser notifies City-Directrory.com to remove the suspension within the 15 days, its listing will be reinstated on the City-Directrory.com site and City-Directrory.com network partner sites and will be charged for all subsequent Redirects.
Cancellation or Suspension of Directory Inclusion: To cancel Directory Inclusion, Advertiser must notify a City-Directrory.com customer service representative in writing of Advertiser's desire to have its Directory Inclusion cancelled.
For purposes of this Section 3, a "business day" is any day other than a Saturday, Sunday or holiday on which the government of the State of California is closed.
4.Service Fees and Payment Terms
Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify City-Directrory.com in writing within sixty (60) days after any such charge; failure to so notify City-Directrory.com shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by City-Directrory.com. No other measurements or statistics of any kind shall be accepted by City-Directrory.com or have any effect under this Agreement.
Any charges which are past due by more than thirty (30) days shall bear interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, and Advertiser shall reimburse City-Directrory.com for any costs and fees (including attorneys� fees) incurred by City-Directrory.com in an effort to collect any amount due hereunder. All payments made under this Agreement are non-refundable.
Payment Options
To maintain a Featured Listing and/or Directory Inclusion account with City-Directrory.com, Advertiser must maintain a valid Visa, MasterCard or American Express credit card number on file with us; provided, however, that a credit card number is not required where Advertiser has applied for and received approval from City-Directrory.com for payment by invoice.
Billing Cycle: The billing cycle for a City-Directrory.com Advertiser is from the 1st day of the month through the last day of the month. Advertiser will be responsible for the balance due on the account from the prior billing cycle. The balance due on the account is determined by taking the previous month's total monthly billable amount as described in Section 5 of this Agreement and reducing it by the amounts paid within the billing cycle. The billing cycle for this Agreement shall be the calendar month. Payment options are described below:
(1) Featured Listings: Advertiser's credit card provided in the registration process will be charged every month, on or around the 1st of the month, for the balance due on the account from the prior billing cycle. The balance due on the account is determined by taking the previous month's total monthly billable amount as described in Section 5 of this Agreement and reducing it by the amounts paid within the billing cycle. Advertiser's credit card may also be charged sooner if the account has been issued a credit limit, and reaches the established credit limit prior to the end of the billing cycle. This credit limit will be displayed in Advertiser's City-Directrory.com account.
(2) For advertisers who create an account for Featured Listing advertising on City-Directrory.com's website: Advertiser will be issued an initial credit limit of $100 at the time the account is created. This credit limit will be displayed in Advertiser's City-Directrory.com account. The credit limit will be increased each time the account reaches the credit limit and City-Directrory.com has successfully charged Advertiser credit card for the amount due based on the following schedule: The initial credit limit of $100 will be raised to $500, and then to the final limit of $1,000. Advertiser's credit card will be charged prior to the end of the billing cycle when accrued clicks reach the Advertiser's credit line. This process does not apply to accounts that are created through City-Directrory.com sales representatives. The billing cycle defined above in paragraph 1 For Featured Listings also applies to this type of billing. Advertiser's credit card provided in registration process will also be charged every month, on or around the 1st of the month, for the balance due on the account from the prior billing cycle. The balance due on the account is determined by taking the previous month's total monthly billable amount as described in Section 5 of this Agreement and reducing it by the amounts paid within the billing cycle when accrued clicks reached Advertiser's credit line. All requests for increases to Advertiser's credit limit must be done in writing via email to City-Directrory.com's Credit Department at credit@business.com.
(3) Directory Inclusion: Advertiser's credit card will be charged upon submission and renewal of a Directory Inclusion pursuant to Section 6 below. Directory Inclusion accounts are renewed on an annual basis as set forth in Section 6. Advertisers are generally required to pay for Directory Inclusion by the credit card method.
Invoice Payment Option: Should Advertiser pay for Featured Listings or Directory Inclusion by invoice (subject to City-Directrory.com's approval as set forth above), Advertiser will be billed via an invoice e-mailed to Advertiser at the e-mail address designated and maintained by Advertiser. Invoiced amounts are due within 15 days of the invoice date. If an invoiced amount has not been paid within fifteen (15) days after the date of invoice, City-Directrory.com will have the right (without limiting its other rights and remedies) to charge the Advertiser's credit card on file with City-Directrory.com (if any) for the amount due.
5.Price Per Click (PPC) Advertising (applicable to Featured Listings)
Featured Listings are sold on a price per click (PPC) basis, where PPC means the cost to be paid by Advertiser to City-Directrory.com per Redirect, as defined below. Advertiser will be billed on a monthly basis for the cost of all of Advertiser's Redirects up to the monthly or campaign budget the Advertiser selects for its account (if any). The formula for quantifying this monthly amount is:
(Number of Redirects) x (price per click (PPC)) = Total Monthly Billable Amount
Number of "Redirects" is defined as the total number of clicks from Advertiser's Featured Listings on the City-Directrory.com site or on its network partner sites. Due to the multitude of automated spiders and crawlers present on the Internet, City-Directrory.com employs a robust click filtering system in an attempt to count only human-generated clicks are delivered through Advertiser's Featured Listings. Although Advertiser's sites may receive Redirects from non-human clicks that may occur, City-Directrory.com, via its filtering system, makes a good faith effort to categorize such Redirects as "non-billable" and not to charge Advertiser for such Redirects. City-Directrory.com will attempt to identify and remove from reports Redirects generated by City-Directrory.com employees (i.e., for testing, quality assurance, etc.) or by spiders or other automated programs. Advertiser acknowledges that City-Directrory.com does not guarantee the performance of the Redirects from the City-Directrory.com site or its network partner sites. Such Redirects may not result in leads, conversions or customers or otherwise generate sales for the Advertiser. Advertiser is responsible for payment of all Redirects billed by City-Directrory.com regardless of the level of conversions or sales generated on Advertiser's website by those Redirects.
The PPC is determined by Advertiser at the time it submits or approves its Featured Listings or at the time it subsequently changes the PPC through Advertiser's written communication to its designated Account Executive (Sales Representative) or Account Manager (Customer Service Representative) at City-Directrory.com or though the online account management and reporting tool. Advertiser may log in to the Account Management Center and click on the "Featured Listing Reporting" tab in the Account Management toolbar to access up-to-date click and billing reports. Advertiser may also see its current rank and PPC in the Current Listings tab or in the Featured Listing tab of the Management Functions toolbar. Such reporting is usually available for the past 3 months and current month. City-Directrory.com does not guarantee that its Account Management Center or the Management Functions toolbar will be available at all times.
6.City-Directrory.com Listing Products:
Featured Listings
Featured Listings on the City-Directrory.com website are sold on a Price per click (PPC) basis. On the Insertion Order ("I.O.") forms provided to Advertiser by City-Directrory.com, Advertiser will approve the specific details of its Featured Listing(s) and select the payment method and provide related billing information as described in Section 3 of this Agreement. Advertiser will be automatically billed for each Featured Listing Redirect for each month.
Featured Listings receive placement along the left column of the City-Directrory.com site and above Directory Inclusion in the Directory pages, which are ranked, vis a vis other Featured Listings, in the presentation of such pages depending on the PPC Advertiser has agreed to pay. On search results pages, Featured Listings receive placement above Directory Inclusion and are automatically ranked vis a vis other Featured Listings depending on a combination of the relevancy of the listing to the user's search query and the PPC that Advertiser has agreed to pay.
Advertiser's original submission to City-Directrory.com of an I.O. for a Featured Listing must indicate both the PPC Advertiser initially agrees to pay and its desired rank, in relation to other Featured Listings, for each of its Featured Listings. The initial rank is indicated by Advertiser at the time it originally creates and submits an I.O., but such rank is not guaranteed, and is subject to change as described below.
Advertiser's Featured Listing's rank is subject to change throughout the life of Advertiser's account as a result of either higher PPC rates paid by other companies for Featured Listing or performance of the Advertisers Featured Listing as determined based Click-Through Rate (CTR) to Advertiser's Featured Listing after applying the ranking methodology applied by City-Directrory.com from time to time.
Once live on the City-Directrory.com site, Advertiser may access the current rank of its Featured Listings through the online reporting tool. Advertiser may request to increase or decrease Advertiser's Featured Listing's rank through such online reporting tool or by written e-mail communication to Advertiser's sales representative at City-Directrory.com and by agreeing to pay the then-current PPC rate associated with such rank. Advertiser shall be billed for such revised Featured Listing rank and PPC rate upon the effective date of such change.
Advertiser is responsible for paying for all listing fees based upon the current PPC rate (either the unchanged initial PPC or the PPC changed by Advertiser through communication to City-Directrory.com sales or account management staff or through changes Advertiser makes through online account management and reporting tools).
API Program
The API Program is provided in connection with the Featured Listings. The functionality of the API Program encompasses the following areas: (a) Featured Listing Management; (b) Keyword Management; and (c) Account Management.
Under the Featured Listing Management functionality, Advertiser can add, edit and delete listings as well as retrieve listing performance reports. Under the Keyword Management functionality, Advertiser can add, edit and delete keywords as well as obtain keyword level reports and retrieve traffic estimations for specific keywords. Under the Account Management functionality, Advertiser can obtain performance statistics from an account level, current budget status and account status.
Directory Inclusion
Basic inclusion of a website title, description and URL, including keywords ("Directory Inclusion") on the City-Directrory.com site are sold on an inclusion basis for a one time, non-refundable setup fee and an annual renewal fee. THE SETUP FEE IS IN CONSIDERATION FOR BUSINESS.COM'S EDITORIAL REVIEW OF THE DIRECTORY INCLUSION SUBMISSION AND IS THEREFORE NON-REFUNDABLE, EVEN IN THE EVENT THAT BUSINESS.COM DECLINES TO INCLUDE ADVERTISER'S DIRECTORY INCLUSION. City-Directrory.com may, in its sole discretion, change the setup or annual renewal fee at any time.
Directory Inclusion entries receive placement along the left column of the site and below Featured Listings. In the City-Directrory.com Directory, Directory Inclusion entries are ranked below Featured Listings and are presented in alphabetical order. In Search Page Results, Directory Inclusion entries are presented based on the relevancy of the listing to the user's search query.
Following submission by Advertiser of a Directory Inclusion submission form, City-Directrory.com will review the Directory Inclusion entry containing the information submitted by Advertiser regarding its website, to determine whether Advertiser's Directory Inclusion entry and applicable web site is eligible for inclusion in the City-Directrory.com Directory. Within five (5) business days from the date the Directory Inclusion submission form is received by City-Directrory.com, City-Directrory.com will review Advertiser's Directory entry Inclusion to determine whether it is eligible for inclusion in the City-Directrory.com Directory.
7.Editorial Standards and Requirements
Advertiser's Featured Listings and Directory Inclusion entries are written by City-Directrory.com, or written by Advertiser subject to City-Directrory.com�s approval. Advertiser agrees to be bound by and follow the City-Directrory.com editorial standards as described in City-Directrory.com's Editorial Guidelines. Advertiser's submissions to the City-Directrory.com site or network partner sites will be subject to City-Directrory.com editorial review, modification and/or removal in City-Directrory.com's sole discretion. City-Directrory.com reserves the right, but not the obligation, to review Advertiser submissions.
ADVERTISER REPRESENTS AND WARRANTS THAT ITS LISTINGS, LINKS AND SUBMISSIONS TO THE BUSINESS.COM SITE AND NETWORK PARTNER SITES DO NOT, AND WILL NOT INCLUDE CONTENT, OR LINKS TO CONTENT, WHICH MAY RESULT IN A CLAIM AGAINST, OR CIVIL OR CRIMINAL LIABILITY TO, BUSINESS.COM OR ITS AFFILIATE(S) OR PARTNER(S) OR THAT OTHERWISE VIOLATES APPLICABLE LAW OR THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTENT THAT IS FRAUDULENT, DECEPTIVE, LIBELOUS, DEFAMATORY, OBSCENE, PORNOGRAPHIC, ADULT-THEMED, INFRINGING OR THAT VIOLATES THE PRIVACY, PUBLICITY OR ANY OTHER RIGHT(S) OF A THIRD PARTY.
ADVERTISER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS BUSINESS.COM AND ITS AFFILIATES AND PARTNERS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AGENTS, LICENSEES AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, ACTIONS, LIABILITIES, LOSSES, EXPENSES, DAMAGES, AND COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES (COLLECTIVELY, "LOSSES") THAT MAY AT ANY TIME BE INCURRED AS A RESULT OF ANY THIRD PARTY CLAIMS, SUITS OR PROCEEDINGS: (A) ARISING OUT OF ANY BREACH BY ADVERTISER OF ANY DUTY, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (B) ARISING FROM THE CONTENT OR SUBJECT MATTER OF ANY ADVERTISER LISTING, LINK, SUBMISSION OR CONTENT OF SITES TO WHICH VISITORS CAN LINK THROUGH ADVERTISER'S LINKS OR LISTINGS. BUSINESS.COM RETAINS COMPLETE EDITORIAL DISCRETION WITH RESPECT TO ALL LISTINGS AND LINKS, INCLUDING, WITHOUT LIMITATION, REGARDING THE SELECTION, PLACEMENT, KEYWORDS, TITLE, DESCRIPTIONS AND MULTILINKS.
8.Security
City-Directrory.com endeavors to protect the security of Advertiser's payment information during transmission by using Secure Sockets Layer ("SSL") when receiving payment information through the City-Directrory.com website. It is important for Advertiser to protect against unauthorized access to your password and your computer. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and Advertiser agrees to accept full responsibility for all activities conducted using Advertiser�s account on City-Directrory.com.
9.Registration Information
In connection with Featured Listings, the API Program and Directory Inclusion, Advertiser is required to submit registration information. City-Directrory.com may share such information with its affiliates and network partners and may use such information to contact Advertiser regarding its listings and links. City-Directrory.com may disclose such information to its third party vendors and service providers in connection with conducting its business and providing and maintaining its site, and, in addition, in the good faith belief that such disclosure is reasonably necessary to (a) comply with the law or legal process; (b) enforce this Agreement; or (c) protect the rights or interests of City-Directrory.com, its affiliates or related parties. Notwithstanding anything to the contrary herein, City-Directrory.com may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of City-Directrory.com with another entity.
10.License
Advertiser hereby grants to City-Directrory.com a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i) reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use Advertiser's listings and submissions, and any portion thereof, including, without limitation, the trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by Advertiser (collectively the "Advertiser Marks"), for purposes of providing the services covered by this Agreement; and (ii) incorporate in City-Directrory.com's and its network partners' sites links provided by Advertiser as part of its listings and submissions.
11. Warranty Disclaimer
NEITHER BUSINESS.COM NOR ITS SUPPLIERS OR VENDORS MAKE ANY WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. BUSINESS.COM'S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, TERRORISM, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND BUSINESS.COM'S REASONABLE CONTROL. ADVERTISER ACKNOWLEDGES THAT BUSINESS.COM'S SITE IS OPERATED ON AN "AS IS", "AS AVAILABLE" BASIS, AND THAT NEITHER BUSINESS.COM NOR ITS SUPPLIERS OR VENDORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PLACEMENT OF LISTINGS OR LINKS OR THE PERFORMANCE OR SECURITY OF ITS WEB SITE OR SERVICES.
12.Limitation of Liability
IN NO EVENT SHALL BUSINESS.COM OR ANY OF ITS SUPPLIERS, VENDORS OR AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL BUSINESS.COM'S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO BUSINESS.COM BY ADVERTISER UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD PRIOR TO THE TIME THE APPLICABLE CLAIM ACCRUED.
13.Privacy
In no event shall Advertiser collect, or cause or permit the collection of, any Personal Information (as defined below) from users of City-Directrory.com's site or that of its network partner sites while such users are browsing or viewing City-Directrory.com's or its network partners' sites, or place any file or code, including cookies, on the personal computers of users of City-Directrory.com's or its network partners' sites while such users are browsing or viewing City-Directrory.com's or its network partners' sites. City-Directrory.com's privacy policies shall apply to users of City-Directrory.com's Web Site while users are browsing or viewing City-Directrory.com's site, and Advertiser shall comply with same. City-Directrory.com shall own all information relating to user access to City-Directrory.com's site, including, but not limited to, all Personal Information, demographics and usage information gathered therefrom. "Personal Information" includes an individual's name, address, e-mail address, age, date of birth, credit card or other financial information, or any other contact or personal information about an individual or from which the personal information about an individual can be derived.
14.Reservation of Rights
Advertiser agrees that City-Directrory.com retains all right, title and interest in and to City-Directrory.com's technology, services and other intellectual property rights. Advertiser agrees that it will not reproduce, distribute, alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided by City-Directrory.com, except as explicitly provided herein or approved in advance in writing by City-Directrory.com.
15.API Program
Only advertisers that are granted access to the Featured Listings function and the API Program may use the API program, and those Advertisers are subject to the terms set forth in this Section 15. Advertiser may not use the API Program, or any data obtained through the API program, for purposes other than managing Advertiser's Featured Listings. Advertiser may not use any automated programs or scripts in connection with the API Program. The API Program is provided on an "AS IS" "AS AVAILABLE" basis, with all faults, without warranty of any kind, and your use of the API Program is at your sole risk. City-Directrory.com may stop offering the API Program at any time with or without notice.
16.Miscellaneous
City-Directrory.com reserves the right, in its sole discretion, to (i) remove Advertiser's Featured Listings or Directory Inclusion and/or cancel Advertiser's account for any reason or no reason; (ii) change the fees or PPC rates for Featured Listing or Directory Inclusion; (iii) change the procedures or rules for obtaining or maintaining a Featured Listing or Directory Inclusion; (iv) alter the content or other aspect of any Featured Listing or Directory Inclusion; and (v) discontinue Featured Listings or Directory Inclusion and/or the City-Directrory.com Directory or website. Payment of Advertiser's monthly fee will not guarantee that Advertiser's listing(s), link(s) and/or account will remain on the City-Directrory.com Directory or website if Advertiser or Advertiser's listing is deemed to be in violation of any term or condition of this Agreement. Upon any termination or expiration of this Agreement, Advertiser shall promptly pay City-Directrory.com all moneys due hereunder.
Receipt times of all submissions, notices and other correspondences and transactions via the City-Directrory.com site are measured based on receipt by City-Directrory.com's servers. This Agreement: (a) shall be governed by and construed in accordance with, the laws of the State of California, without giving effect to principles of conflicts of law; (b) constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and (c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials. All waivers hereunder by City-Directrory.com must be expressly made in writing. Should any provision of this contract be held to be void, invalid, or inoperative, such provision shall be modified to reflect the fullest enforceable intent of the parties, or if such modification is not possible, severed, and the remaining provisions of this contract shall not be affected and shall continue in full force and effect. Exclusive venue for all disputes arising out of or related to this Agreement shall be the state and federal courts located in Los Angeles County, California, and each party hereby irrevocably consents thereto. Any rights or obligations hereunder may not be transferred or assigned by Advertiser without the prior written consent of City-Directrory.com. City-Directrory.com may freely assign and delegate the Agreement and any of its rights and obligations hereunder.
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